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Benjamin P. Edwards

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Benjamin Edwards joined the faculty of the William S. Boyd School of Law in 2017. He researches and writes about business and securities law, corporate governance, arbitration, and consumer protection.

Prior to teaching, Professor Edwards practiced as a securities litigator in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP. At Skadden, he represented clients in complex civil litigation, including securities class actions arising out of the Madoff Ponzi scheme and litigation arising out of the 2008 financial crisis. Read More

Jennifer S. Taub has updated “What We Don’t Talk About When
We Talk About Banking” on SSRN.  Here is
the abstract:

The run on the shadow banking system in 2008 is routinely
identified as the event that transformed the nonprime mortgage securities
meltdown into a full-blown Global Financial Crisis. Yet, the components of this
shadow sector have not been brought into the light let alone under adequate
regulatory supervision. The government-initiated reform measures enacted to
date lack consistency and cohesion. Too little attention has been paid to how
the varied pieces of this system interconnect with each other and with “real”
banking. For example, the multi-trillion dollar repurchase agreement (“repo”)
market was ground zero for the sudden, severe withdrawal of liquidity from the banking
system in the United States. Yet little has been done to address the dependence
upon this short-term, often overnight funding market. Conversely, some shadow
players like money market mutual funds, (MMFs) that were already subject to
heavy structural controls, have been further regulated. While these new rules
were designed to strengthen the funds, making them less prone to runs by their
own investors, these same changes may create even more instability and risk

…

Fernan Restrepo has posted “Do Different Standards of
Judicial Review Affect the Gains of Minority Shareholders in Freeze-Out
Transactions? A Re-Examination of Siliconix” on SSRN.  Here is the abstract:

Freeze-out transactions have been subject to different
standards of judicial review in Delaware since 2001, when the chancery court,
in In re Siliconix Inc. Shareholders Litigation, held that, unlike merger
freeze-outs, tender offer freeze-outs were not subject to “entire fairness
review”. This dichotomy, in turn, gave rise to a tension in the literature
regarding the potential impact of Siliconix, as well as the treatment that
freeze-outs should receive. While some defended the regime established by
Siliconix, others argued for doctrinal convergence through a universal
application of entire fairness, and still others proposed alternative
variations of convergence based on how the negotiation process is conducted.
The Delaware Chancery Court itself, in fact, subsequently made a partial step
toward convergence by narrowing the scope of its precedent, as reflected in In
re CNX Gas Corporation Shareholders Litigation. The empirical evidence on the
effect of Siliconix (and, therefore, on the practical relevance of different
standards of judicial review), however, is limited. In particular, in
“Post-Siliconix freeze-outs:

…

Michael B. Dorff has posted “The Siren Call of Equity
Crowdfunding” on SSRN.  Here is the
abstract:

The JOBS Act opened a new frontier in start-up financing,
for the first time allowing small companies to sell stock the way Kickstarter
and RocketHub have raised donations: on the web, without registration.
President Obama promised this novel form of crowdfunding would generate jobs
from small businesses while simultaneously opening up exciting new investment
opportunities to the middle class. While the new exemption has its critics,
their concern has largely been confined to the limited amount of disclosure
issuers must provide. They worry that investors will lack the information they
need to separate out the Facebooks from the frauds. This is the wrong concern.
The problem with equity crowdfunding is not the extent of disclosure. The
problem is that the companies that participate will be terrible prospects. As a
result, crowdfunding investors are virtually certain to lose their money. This
essay examines the data on angel investing – the closest analogue to equity
crowdfunding – and concludes that the majority of the issuers that sell stock
to the middle class over the internet will lose money for investors, with many

…

I’m committing to at least 1 Twitter post per day, and the content may be of interest to readers of this blog — as I say on my Twitter page: “Tweets focus on business law current events … except when they don’t.”  You can get a taste here: https://twitter.com/ProfPadfield

You might also get a chuckle from reading the pitch I sent to my Akron Law colleagues:

Because there is no such thing as too much social media … you
should follow me on Twitter (the goal is 20 followers by 2014 — ambitious, I
know, but if Kim Kardashian can get over 18 million followers ….):

 https://twitter.com/ProfPadfield  

Okay, okay … here is Kim’s:

https://twitter.com/KimKardashian

Arguably related to the SEC’s recently proposed CEO pay ratio
rules, Alberto Salazar and John Raggiunti have posted “Why Does Executive Greed
Prevail in the United States and Canada but Not in Japan? The Pattern of Low
CEO Pay and High Worker Welfare in Japanese Corporations” on SSRN.  Here is the abstract:

According to a list of the 200 most highly-paid chief
executives at the largest U.S. public companies in 2013, Oracle’s Lawrence J.
Ellison remained the best paid CEO and earned $96.2 million as total annual
compensation last year. He has received $1.8 billion over the past 20 years.
The lowest paid on the same list is General Motors’ D. F. Akerson who earned
$11.1 million. The average national pay for a non-supervisory US worker was
$51,200 last year and a CEO made 354 times more than an average worker in 2012.
Hunter Harrison, Canadian Pacific Railway Ltd., was the best paid CEO in Canada
for 2012 and received $49.2-million as total annual compensation, significantly
higher than the 2011 best paid CEO, Magna’s F. Stronach who received $40.9
million. In 2011, the average annual salary was $45,488 and Canada’s top 50
CEOs earned 235 times

…

A friend recently asked me to suggest some books that might help him improve his meditation practice.  Operating under the assumption that if the topic is appropriate for the Wall Street Journal (“Doctor’s Orders: 20 Minutes Of Meditation Twice
a Day“), then it’s good enough for this blog, I thought I’d pass on my suggestions to interested readers.  The first 3 make up my personal list of “classics,” and the last is a shameless plug for a book of edited dharma talks I wrote based on my year of studying under sensei Ji Sui Craig Horton of the Cleveland
Buddhist Temple.  While my suggestions all focus on Buddhist/Zen meditation, there are certainly more “generic” approaches to learning about meditation — for example, one might visit the website for the Center for Contemplative Mind in Society,
which seeks to transform higher education “by supporting and encouraging
the use of contemplative/introspective practices and perspectives to create
active learning and research environments that look deeply into experience and
meaning for all in service of a more just and compassionate society” (I was made aware of this source while attending a panel discussion on “Engagement, Happiness, and Meaning in …

Peter Huang recently published a review of Leo Katz’s “Why
the Law Is So Perverse” in 63 Journal of Legal Education 131 (you can download the
paper via SSRN here).  I have only
briefly skimmed the paper, but I believe there is much of value here for
corporate law scholars. The following
excerpt is from the introduction:

This book is an imaginative tour of legal paradoxes that are
related to the field of social choice, which studies the aggregation of
preferences. In a non-technical and accessible way, Katz discusses many complex
and subtle ideas, using the language of legal cases, doctrines and theories. As
he notes on page 6, some legal scholars have applied social choice theory to
analyze diverse and fundamental legal issues. Two recent examples are how
social choice illuminates the reasonable person standard in torts and other
areas of law and the notion of community standards underlying the doctrine of
good faith performance in contract law…. Katz’s book explicates four fundamental legal paradoxes as
the logical consequence of the perspective that legal doctrines entail
multi-criteria decision-making. This means that each of these foundational
doctrines is logically related to a voting paradox and its

…

I recently came across a couple of seemingly related items
that I thought might be of interest to our readers:

Awrey, Blair & Kershaw on the “Role for Culture and
Ethics in Financial Regulation”

Dan Awrey, William Blair, and David Kershaw have posted “Between
Law and Markets: Is There a Role for Culture and Ethics in Financial
Regulation?” on SSRN.  Here is a portion
of the abstract:

The limits of markets as mechanisms for constraining
socially suboptimal behavior are well documented. Simultaneously, conventional
approaches toward the law and regulation are often crude and ineffective
mechanisms for containing the social costs of market failure. So where do we
turn when both law and markets fail to live up to their social promise? Two
possible answers are culture and ethics. In theory, both can help constrain
socially undesirable behavior in the vacuum between law and markets. In
practice, however, both exhibit manifest shortcomings.

To many, this analysis may portend the end of the story.
From our perspective, however, it represents a useful point of departure. While
neither law nor markets may be particularly well suited to serving as “the
conscience of the Square Mile,” it may nevertheless be possible…

Ethan J. Leib, David L. Ponet, and Michael Serota have
posted “Mapping Public Fiduciary Relationships” on SSRN.  Here is the abstract:

Fiduciary political theorists have neglected to explore
sufficiently the difficulty of mapping fiduciary-beneficiary relationships in
the public sphere. This oversight is quite surprising given that the proper
mapping of fiduciary-beneficiary relationships in the private sphere is one of
the most longstanding and strongly contested debates within corporate law.
After decades of case law and scholarship directed towards the question of to
whom do a corporation’s directors or managers serve as fiduciaries, private law
theorists remain deeply divided. This debate within private law should be of
perennial interest to public fiduciary theorists because the cartography of
public fiduciary relationships is essential to operationalizing the project.
After all, it is only through identifying the relevant fiduciary and
beneficiary that one is able to determine the precise contours of the fiduciary
framework’s ethical architecture. As such, loose mapping of
fiduciary-beneficiary relationships in the public sphere precludes a clear
understanding of whose interests are pertinent to the public fiduciary’s
representation, and what the public fiduciary is to do when beneficiaries’
interests collide. The purpose of this chapter, then, is to

I received the following announcement in my inbox today, and felt the content would be of interest to readers of this blog even if they have no intention of attending the meeting or submiting a proposal.  For more information, go here.

We are pleased to announce the 2014 Midyear Meeting Workshop
on Blurring Boundaries in Financial and Corporate Law, June 7-9, 2014 in
Washington, D.C….

We invite you to submit a proposal to participate in this
two-day program, which is designed to explore the various ways in which the
lines separating distinct, identifiable areas of theory, policy, and doctrine
in business law have begun to break down….. Proposals are due October 25, 2013,
by e-mail, to 14blurringboundaries@aals.org.

Why Attend this Workshop? 

Understanding how capital is formed and transformed in
today’s economy and how financial risk is spread requires that scholars and
students understand financial and corporate law and the theory and policy
underlying the doctrine.  If scholars
work solely within the traditional boundaries of any single field in the
financial and corporate law spectrum, they risk having a parochial view of
vital legal questions.  Indeed, each area
of financial and corporate law faces a broader set of questions than it has
historically engaged.   Securities
regulation covers much more than initial public offerings.  The regulation of financial institutions can
no longer concern itself primarily with deposit-taking banks (indeed, the label
“banking law” seems now outdated). 
Insurance regulation is no longer entrusted exclusively to state
regulators, and those regulators can no longer ignore systemic risks or the
modernization of consumer products and consumer protection strategies.  Business associations involve more than
publicly traded corporations.  These are
but a few examples….